City of Dickinson Invitation to Bid #2605

One-Year Agreement for Street Materials

BID OPENING DATE:

August 19, 2026

TABLE OF CONTENTS

• Schedule Summary

• Invitation to Bid

• Instructions to Bidders

• General Conditions of the Bidding

• Bid Form Definitions/Pricing

• Bid Form

• Conflict of Interest Questionnaire

• Sample Contract

Schedule Summary

Note: This schedule is preliminary and may be modified at the discretion of the City.

July 22, 2026 8:00 AM Central Time Bid Documents Released and 1st Legal Advertising for Bid

July 29, 2026 8:00 AM Central Time 2nd Legal Advertising for Bid

August 5, 2026

5:30 PM Central Time Last day for inquiries and clarifications

2:00 PM Central Time

2:10 PM Central Time

Deadline for Submission of Bids

Opening of Bids

September 8, 2026

7:00 PM Central Time

City Council Award of Bid and Approval of Contract(s)

Invitation to Bid

The City of Dickinson is now accepting sealed bids for a one-year agreement for Street Materials.

BIDS MUST BE RECEIVED BY THE CITY’S FINANCE DEPARTMENT NO LATER THAN

2:00 P.M. CENTRAL TIME ON AUGUST 19, 2026. NO BID WILL BE ACCEPTED AFTER

THAT DATE AND TIME. ALL BIDS RECEIVED AFTER THAT DATE AND TIME WILL

BE CONSIDERED UNRESPONSIVE.

BIDS WILL BE PUBLICLY OPENED AND READ AT THE DICKINSON CITY HALL,

LOCATED AT 4403 STATE HIGHWAY 3, DICKINSON, TEXAS 77539 ON AUGUST 19, 2026

AT 2:10 P.M. CENTRAL TIME.

Bid documents may be downloaded from the Purchasing Page of the City of Dickinson’s website at www.dickinsontexas.gov or obtained in person at Dickinson City Hall, 4403 State Highway 3, Dickinson, Texas. Minority and small business vendors or contractors are encouraged to submit bids on any and all City of Dickinson contracts.

All bids submitted for City consideration must include one (1) original and two (2) copies and must be clearly marked on the outside of the sealed envelope with the words “Invitation to Bid #2605, One-Year Agreement of Street Materials. Attention Finance Department,” and must contain the name of the company submitting the bid.

The City reserves the right to reject any or all bids and waive any or all irregularities or to proceed otherwise when in the best interest of the City. Bids shall be valid for a period of sixty (60) days from the date bids are opened.

Notice of this solicitation shall be published at least once per week for two (2) consecutive weeks, with the first publication appearing at least fourteen (14) days prior to the bid opening date, in accordance with Texas Local Government Code Chapter 252.

1st Advertisement: Galveston Daily News, July 22, 2026.

2nd Advertisement: Galveston Daily News, July 29, 2026.

Instructions to Bidders

READ THIS ENTIRE DOCUMENT CAREFULLY AND FOLLOW ALL INSTRUCTIONS. YOU ARE

RESPONSIBLE FOR FULFILLING ALL REQUIREMENTS STATED HEREIN. THE

INSTRUCTIONS AND CONDITIONS APPLY TO ALL BIDS AND BECOME A PART OF THE

TERMS AND CONDITIONS OF ANY BID SUBMITTED AND ANY AGREEMENT ENTERED INTO

SUBSEQUENT THERETO, UNLESS EXCEPTION IS TAKEN IN WRITING BY BIDDER WHEN

SUBMITTING BID.

A. Bids, Preparation and Submittal

This section outlines specific instructions for bid submissions. Bidders not adhering to these instructions may be disqualified without further consideration. The City shall have the right to cancel any or all item(s) without obligation if delivery is not made on or before the time specified.

1. Bid contents will remain confidential until the time of public opening. After opening, bids become public records subject to the Texas Public Information Act, except for information designated and determined to be confidential under applicable law.

2. The City of Dickinson requires comprehensive responses to every section within this ITB. Conciseness and clarity of content are emphasized and encouraged. Vague and general Bids will be considered non-responsive and will result in disqualification. The intent of the bidding format requirements is to expedite the review and evaluation. It is not the intent to constrain vendors regarding content, but to assure that the specific requirements set forth in this ITB are addressed in a uniform manner amenable to review and evaluation. Failure to arrange the bid as requested may result in the disqualification of the bid. All bid documents must be on standard 8-1/2” x 11” vertically oriented pages. Plans or drawings may be submitted landscape on 8-1/2” x 11” pages. Bids shall have 1" margins and be single-sided, single spaced, using Times New Roman 12-point font.

Preferred binding is paper clip, binder clip or three-ring binder. The submittal must be written in pen or typed, signatures must be in pen (preferably blue), and anything written in pencil will not be accepted. Mistakes can be crossed out and corrections inserted and initialed in ink by the individual signing the Bid.

a) Bid Submission -Delivery or Mail Hard Copies Only Hard copy bids can be submitted with one (1) copy marked "original" and two (2) copies marked "copy", properly labeled and clearly marked with the ITB number and description. Hard copies should be delivered to:

City of Dickinson

Attn: Finance Department 4403 State Highway 3 Dickinson, TX 77539

Hours of Operation: Monday- Thursday 7:30 am to 5:30 pm, Friday: 7:30 am to 12:00 pm Bids sent via courier must be sealed in a separate envelope inside of the mailer.

Mark envelope/package: ITB# 2605 One-Year Agreement for Street Materials

3. Bid Bond Requirement Each bid shall be accompanied by a bid guarantee in the amount of five percent (5%) of the total bid price. The bid guarantee may be in the form of a bid bond issued by a surety authorized to do business in the State of Texas, or a cashier’s check or certified check payable to the City of Dickinson. Any bid bond shall comply with applicable federal requirements.

The original bid bond or check must be delivered in hard copy to the Finance Department prior to the bid opening deadline. Failure to provide an acceptable bid guarantee in the required amount and form may result in the bid being deemed non-responsive.

B. Confidential or Proprietary Information

Throughout the process of evaluating bids and awarding a contract, all information contained in the bids shall be kept confidential. Upon Council award of a contract or a rejection of all bids, contract information, as defined by Texas Government Code 552 and in this document, shall be open for public inspection. This includes successful and unsuccessful bids. Exceptions may be made if releasing the information would harm City interests by providing an advantage to a competitor or bidder in a future competitive situation, or if information requested contains trade secrets, or proprietary information.

Any information that a Bidder believes may be considered proprietary, confidential or a trade secret should be clearly stamped with the term CONFIDENTIAL on that part of the bid. All bids and parts of bids which are not marked as confidential will be automatically considered public information after the contract is awarded. If the Bidder wishes to claim that information is proprietary, it must demonstrate based on specific factual evidence that disclosing the information would reveal an individual approach to work, organizational structure, staffing, internal operations, processes, or discounts, pricing methodology, cost data or other pricing information that will be used in future solicitation or bid documents; or give advantage to a competitor.

In the event that information contained in those sections marked confidential are included in a Public Information Request, the City will decline to release the information and request an Attorney General decision. The City will make a good faith effort to contact the Bidder, so it may submit in writing to the attorney general the reasons why the information should be withheld or released. If the Bidder cannot be contacted, the information may be released without further review. The process to be followed upon receipt of the request for information that potentially contains trade secrets, or proprietary or confidential information will be as follows:

1. City will make a good faith effort to notify the Bidder in writing that the information has been requested within a reasonable time, but no more than ten (10) business days after receiving the request. This will include a copy of the written request for information, and a statement that the Bidder is entitled to submit to the attorney general with ten (10) business days the reason(s) with the information should be withheld and a letter, memorandum, or brief in support of that reason.

2. The Bidder who submits a letter, memorandum, or brief to the attorney general shall send a copy to the person who requested the information from the governmental body. If the letter, memorandum or brief contacts the substance of the information requested, the copy sent may be a redacted copy.

3. The attorney general will render a decision when requested, consistent with the standards of due process, determining whether the requested information requested contains trade secrets, or confidential or proprietary information as defined in Texas Government code 552. The decision should be rendered no later than the 45th business day after the date the attorney general received the request for a decision.

“Contracting Information” - information in a voucher or contract relating to the receipt of expenditure of public funds; solicitations or bid documents; communications sent between the City and a Bidder during solicitation, evaluation, or awarding of a contract; documents, including bid tabulations, showing the criteria by which a government body evaluates each Bidder; and communications and other information sent between City and a Bidder related to the performance of a final contract with City or work performed on behalf of City.

“Trade Secrets” - all forms and types if information including business, scientific, technical, economic, or engineering information and any formula, design, prototype, pattern, plan, compilation, program device, program, code, device, method, technique process, procedure, financial date, or list of actual or potential customers or suppliers, whether tangible or intangible and whether or however stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if the owner of the trade secret has taken reasonable measures under the circumstances to the information secret and the information derives independent economic value, actual or potential, from not being generally known to and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure of the information.

C. Background Information

Dickinson is a home-rule, incorporated City with an estimated population of approximately 22,000. The City encompasses approximately 10 square miles and lies in northern Galveston County halfway between Houston and Galveston. The City is governed by a Council/Manager form of government, with the City Council comprised of the Mayor and six Council Members. The City Manager is responsible for all functions of City government. The City is a CDBG entitlement community that receives federal funding from the Department of Housing and Urban Development.

General Conditions of the Bidding

This is a sealed bid, and as such, the award will not necessarily be made to the bidder submitting the lowest priced bid. The contract will be awarded to the bidder who provides goods or services at the best value for the City. The City of Dickinson reserves the right to clarify bid submissions satisfying the City’s requirements, waive any informalities, and reject any and all bids.

The City, acting through the City Manager or their designee, reserves the right to deviate from the terms, conditions, or requirements of this ITB when, in their sole discretion, such deviation is deemed to be in the best interest of the City. Bidders acknowledge and accept that the City's authority includes discretion to determine the applicability of any deviations on a case-by-case basis and that such decisions are made in accordance with applicable law and within the discretion of the City. By submitting a bid, bidders agree to the terms of this reservation of rights and waive any claim against the City, its officials, or employees for the exercise of such discretion.

If there is an award made, there will be a written contract setting forth the mutual agreement of the parties. The terms, conditions, and/or requirements for the contract are to be evidenced in this ITB and incorporated into the City's standard agreement. A copy of the City's standard agreement, including its terms, is included in this ITB.

A. Procedure

Multiple Contractors: The City reserves the right to make a single award or multiple awards, whichever is in the best interest of the City.

Performance and Payment Bonds: Before beginning the installation work, the City shall require the successful bidder to furnish a Performance Bond and a Payment Bond, depending on the nature and value of the contract. The Performance Bond shall be in the amount of the contract and conditioned on the faithful performance of the work in accordance with the contract documents. The Payment Bond shall be in the amount of the contract and for the protection of persons supplying labor or materials for the work.

The bonds shall be furnished within fifteen (15) days after issuance of the Notice to Proceed and prior to commencement of installation work. The bond shall be executed by a corporate surety authorized to do business in the State of Texas, be payable to the City, and be in a form acceptable to the City.

Documentation: Bidders shall provide with this response all documentation required by this Invitation to Bid (ITB). Failure to provide this information may result in rejection of the bid.

Quantities: The quantities indicated are estimated based upon the best available information.

The City reserves the right to increase or decrease the quantities by any amount deemed necessary to meet its needs without any adjustments to the bid price. No minimum purchase is guaranteed.

Unit Price Governing: In the event of a discrepancy between unit prices, extended totals, or lump sum amounts, the unit price shall govern. The City reserves the right to correct all mathematical errors and recompute totals accordingly. Bidders are responsible for ensuring all pricing is accurate and complete. All prices shall be firm for the contract term unless otherwise specified.

Tax Exemption: The City is not liable to bidders for any federal, state, or local taxes for which the City is not liable by law, including state and local sales and use taxes (Section

151.309 and Title 3, Texas Tax Code) and federal excise tax (Subtitle D of the Internal Revenue Code). Accordingly, those taxes may not be added to any item. The City's Tax Exemption Certificate will be furnished by the City at the request of the bidder.

Communication: The City may request clarification of bid responses. Such communications shall not be used to negotiate pricing or materially alter the bid.

Evaluation Process: In accordance with Section 252.043 of the Texas Local Government Code, award will be based on best value to the City. Evaluation criteria shall include but are not limited to price; compliance with specifications; delivery availability; vendor reliability;

past performance; and any other relevant factor permitted by law.

The City reserves the right to award the contract to the bidder whose submission is determined to offer the best value and is not required to select the lowest priced bid if such selection is not in the best interest of the City.

Cost to Submit: The City of Dickinson will not be liable for any costs incurred by any bidder in preparation of a submittal in response to this request, in conduct of a presentation, or any other activities related to the response of this ITB.

Addenda: Any interpretations, corrections or changes to this ITB and specifications will be made by addenda. Sole issuing authority of addenda shall be vested in the City of Dickinson Finance Department. Any changes to specifications will be made in writing and posted on the City's website. Bidders shall acknowledge receipt of all addenda on the Bidder Certification/Addenda Acknowledgement form found within this document.

Late Bids: Bids received by the City after the submission deadline will be considered void and unacceptable. The City of Dickinson is not responsible for lateness or non-delivery of mail, carrier, etc. The date/time using the clock at the Reception desk at City Hall, 4403 State Highway 3, Dickinson, Texas, 77539, shall be the official time of receipt recorded by the Finance department.

Altering Bids: Bids cannot be altered or amended after submission deadline. Any alterations or erasures made before opening time must be initialed by the signer of the bid, guaranteeing authenticity.

Award: The City has the right to award a contract upon the conditions, terms and specifications contained in a bid submitted to the City for a period of up to sixty (60) days following the date specified for the opening of bids.

Because the City is a governmental entity that must follow State and Federal laws and has an obligation to protect its taxpayers, the City requires that certain terms be included in the contract that results from this solicitation. Your response to this solicitation is an offer to contract with the City based on the terms, conditions, and specifications contained in this solicitation. If any of the mandatory contract terms are unacceptable to you, please do not respond to this solicitation.

Payment Provisions: The City's payments under the contract, including the time of payment and the payment of interest on overdue amounts are subject to Chapter 2251, Texas Government Code.

Conflict of Interest: No public official shall have interest in this contract accept in accordance with Vernon's Texas Codes Annotated, Local Government Code Title 5, Subtitle C, Chapter 171.

Ethics: The bidder shall not offer or accept gifts or anything of value or enter into any business arrangement with any employee, official or agent of the City of Dickinson. More than one bid on any one contract from a bidder or individual under different names shall be grounds for rejection of all bids in which the bidder or individual has an interest. One or all bids will be rejected if there is any reason to believe that collusion exists between bidders.

Bidders must make every effort to comply with Chapter 176 of the Texas Local Government Code. Chapter 176 mandates the public disclosure of certain information concerning person’s doing business or seeking to do business with the City of Dickinson, including affiliations, business, and financial relationships such persons may have with City of Dickinson officers.

By doing business or seeking to do business with the City of Dickinson, including submitting a response to this ITB, you acknowledge that you have been notified of the requirements of Chapter 176 of the Texas Local Government Code and you are representing that you are in compliance with them. Conflict of Interest Questionnaire found within this document must be completed and turned in with each bid.

Purchase Order: The City of Dickinson may generate a purchase order to the successful bidder. The purchase order number must appear on all invoices, packing lists and all related correspondence. City of Dickinson will not be responsible for any orders placed and/or delivered without a valid purchase order number.

Delivery: All delivery and freight charges (FOB City of Dickinson designated location) shall be included in the unit prices for items bid FOB delivered. Deliveries shall be made to locations specified by the City at the time of order.

a) Standard delivery for FOB City items shall occur within twenty-four (24) to forty-eight (48) hours after receipt of order unless otherwise approved by the City. The City reserves the right to require expedited or same-day delivery in emergency situations at no additional cost unless otherwise agreed in writing.

b) For items bid FOB Plant, the City reserves the right to pick up materials directly from the vendor’s plant or facility. The vendor shall ensure materials are available for pickup within twenty-four (24) to forty-eight (48) hours after order placement, unless otherwise agreed.

c) The City may elect, at its sole discretion, whether materials will be delivered or picked up, based on operational needs and cost efficiency.

d) The vendor shall notify the City immediately of any anticipated delays and provide a revised delivery or pickup schedule acceptable to the City. Failure to meet delivery or availability requirements may result in cancellation of the order, procurement from an alternate source, and any additional cost incurred may be charged to the vendor.

e) All materials shall be delivered or made available in the quantities ordered and must meet specified quality standards. The City reserves the right to reject any nonconforming or damaged materials at no cost.

f) Delivery tickets or pickup tickets must accompany each transaction and include item description, quantity, date, and location, and must be signed by a City representative.

g) Repeated failure to meet delivery requirements may be considered a breach of contract and grounds for termination.

Invoices: Invoices must be itemized as to the type delivered, quantity, unit cost of each item, and delivery location. The invoices must be accompanied by one copy of the delivery ticket showing the same information as outlined above, except for the unit cost. The delivery ticket must also show the signature of the City of Dickinson representative receiving delivery. This copy of the delivery ticket shall be in addition to the delivery ticket left with the City representative receiving the delivery. Any invoice, which cannot be verified by the contract price and/or is otherwise incorrect, will be returned to the bidder for correction. Invoices submitted for payment shall be e-mailed to: City of Dickinson, Accounts Payable at, Finance@dickinsontexas.gov. Invoices can be mailed to Attn: Accounts Payable to the address: 4403 State Hwy 3, Dickinson, TX 77539.

Periodic payments will be made within thirty (30) days of invoice date or satisfactory delivery of the product or service, whichever is later, provided that all other requirements as detailed in the contract have been fulfilled.

Interlocal Agreement: Chapter 791, Texas Government Code and Chapter 271, Subchapter F, Texas Local Government Code, authorizes cities to enter into Interlocal purchasing agreements to take advantage of potential cost savings resulting from cooperative purchasing efforts. Successful bidders agree to extend prices and terms to all entities who have entered into or will enter into joint Purchasing Interlocal Cooperation Agreements with the City of Dickinson.

Contingencies: Before submitting their bid, Bidders should make a careful examination of the scope of work and of the difficulties involved in its proper execution. Bidders should include in their bid all costs they deem proper and sufficient to cover all contingencies essential to the completion of the compensation and classification study, notwithstanding that every item or contingency is not specifically mentioned herein.

Certificate of interested parties: Applies to all contracts that must be approved by the City Council. In accordance with House Bill 1295, for certain contracts entered into on or after January 1, 2016, the successful bidders must submit a Certificate of Interested Parties (Form 1295) at the time the signed contract is submitted to the City. This applies to any contract of any amount that must be approved by the City Council. Form 1295 must be filed electronically with the Texas Ethics Commission using the online filing application located at: https://prd.tecprd.ethicsefile.com/TECCertint/pages/login/certLogin.jsf

Renewals: Renewal options executed under this ITB may occur only if a renewal option is expressly referenced in this ITB and upon the execution of a new written agreement by both parties. A renewal is intended to serve as an extension of the original agreement, under the same or substantially similar terms. The inclusion of a renewal option in this ITB shall not be construed as a commitment or obligation by either party to enter into a renewal. As such, the City retains the right, in its sole discretion, to accept or reject any bid renewal or associated renewal terms.

Bid Form/Pricing

FOB Definitions and Pricing Requirements

• FOB City of Dickinson (Delivered): Prices quoted as FOB City of Dickinson shall include all costs associated with delivery to City-designated locations, including but not limited to 3120 Deats Rd, Dickinson, TX 77539; including transportation, fuel, labor, and any applicable surcharges. No additional delivery or freight charges will be allowed.

• FOB Plant (Pickup): Prices quoted as FOB Plant shall apply to materials picked up by the City at the vendor’s designated plant or facility. Vendor prices shall include all costs necessary to load materials into City vehicles. No additional loading or handling charges will be allowed.

The City reserves the right to choose between FOB City delivery or FOB Plant pickup for each order based on operational needs and cost considerations.

Bidders must identify the physical location(s) of all plants from which materials will be supplied.

Distances to City facilities may be considered in evaluating bids. Vendors shall also provide normal operating hours for plant pickup locations. Materials must be available for pickup during standard business hours unless otherwise approved.

Bidders shall ensure all unit pricing corresponds exactly to the unit of measure specified in the bid table. No conversions or substitutions will be permitted without prior written approval.

Pricing shall be complete and inclusive for each line item. Bidders may not condition pricing on minimum quantities, delivery frequency, or other undisclosed factors.

Bid Sheet

Item Description FOB Dickinson FOB Plant Hot-Mix Price per Ton Price per Ton

1 Hot-Mix, Cold Laid Asphaltic Concrete, Material (Class A, Type D)

2 Hot-mix Asphaltic Concrete Material (Class A, Type D) Concrete Per Cubic Yard Per Cubic Yard

3 3500 PSI 5/8 Gravel (A) 4 3500 PSI 1” Gravel 5 3500 PSI 1.5” Gravel 6 Sack 5/8 Gravel

Liquid Asphalt Per Gallon Per Gallon 7 Liquid Asphalt CRS 2 8 Liquid Asphalt SS 1

Crushed Concrete Base, Grade 1 Price per Ton Price per Ton 9 100 to 500 Tons

10 501 to 1,000 Tons 11 1,001 to 1,500 Tons

Crushed Concrete Base, Grade 2 Price per Ton Price per Ton 12 100 to 500 Tons 13 501 to 1,000 Tons 14 1,001 to 1,500 Tons

Sharp Sand Price per Ton Price per Ton 15 Sharp Sand

Sack Cement Per Bag Per Bag 16 Ready-Mix: 80lb Bag 17 Portland: 90lb Bag

Cement Stabilized Price per Ton Price per Ton 18 Limestone 7% Mix 19 3/8” Washed River Rock 20 Sand 1.5 Sack Mix

Slurry Price per Ton Price per Ton 21 Lime 22 Cement

Black Base Material Conforming to TxDOT Specification, Asphalt Treatment Plant Mixed Base

Price per Ton Price per Ton

23 Black Base Material

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STANDARD VENDOR AGREEMENT

This AGREEMENT (“Agreement”) is entered by and between ___________________ (“Vendor”), located at __________________________ and the City of Dickinson, Texas (the “City”), a home-rule municipality, located at 4403 State Highway, Dickinson, Texas 77539 on the date set forth below.

Terms:

1. Scope of Services: Vendor will provide the products (“Goods”) as set forth in Exhibit A, which is attached and incorporated herein, and which can be generally described as_______________________. If there is a conflict between the terms of this Agreement and Exhibit A, the terms of this Agreement will prevail.

2. Term and Termination: This Agreement shall commence on __________________ and shall expire on __________________. The “Contract Term” shall be the period between the Commencement Date and the earlier of the Expiration Date or the date upon which the Agreement is terminated as provided herein. The City reserves the right to terminate this Agreement for convenience upon seven (7) days written notice to Vendor. Upon such termination, the City shall pay Vendor, at the rate set out in Exhibit A, for products satisfactorily provided up through the date of termination. Notwithstanding any provision in this Agreement to the contrary, the City will not be required to pay or reimburse Vendor for any services performed or for expenses incurred by Vendor after the date of the termination notice that could have been avoided or mitigated by Vendor.

3. Compensation: Vendor shall be paid for the services/products as set forth in Exhibit A. In no event shall the total compensation exceed $____________________ during the term of this Agreement. The City shall tender payment (including progress/partial payments) for services/goods only after such services are completed or goods are delivered and are deemed to be acceptable under this Agreement, in the sole reasonable discretion of the City. Vendor must submit to the City invoices for all goods delivered and services provided, which invoices must include details and dates of service or delivery. Payment by the City shall be made within thirty

(30) days of receipt of an invoice, except for any portion of the invoiced amount that the City disapproves as not compliant under this Agreement, in the sole reasonable discretion of the City.

If the City disapproves any amount submitted for payment by Vendor, the City shall give Vendor specific reasons for disapproval in writing.

4. Insurance: Vendor is required during the Contract Term to maintain insurance as follows: (a)

Comprehensive General Commercial Liability insurance covering bodily injury and property damage, with minimum coverage limits—exclusive of defense costs—of $1,000,000 per occurrence and $2,000,000 aggregate; (b) If Vendor will provide the City “professional services,” as that term is used in Chapter 252 of the Texas Local Government Code, Professional Liability (errors and omissions/malpractice) insurance with minimum coverage limits—exclusive of defense costs—of $2,000,000 per occurrence; and (c) If at any point during the Contract Term it is foreseeable that Vendor will enter upon the City premises: (i) Worker’s Compensation coverage with statutory limits for the State of Texas, and (ii) Commercial Automobile Liability coverage with minimum coverage limits—exclusive of defense costs—of $1,000,000 per occurrence and $2,000,000 aggregate. All policies must contain a waiver of subrogation against the City.

Comprehensive General Liability and Commercial Automobile Liability policies must name the

City as Additional Insured. Vendor shall pay all insurance deductibles and deductibles must not exceed $10,000 unless approved in advance by the City. Vendor shall provide the City Certificates of Insurance evidencing these insurance requirements prior to the start of work.

5. Independent Contractor: Vendor is an independent contractor and is not an employee, partner, joint venture, or agent of the City. Vendor understands and agrees that he/she will not be entitled to any benefits generally available to the City employees, including without limitation withholding for or payment of any local, state, or federal taxes. Vendor shall be responsible for all expenses necessary to carry out the services under this Agreement and shall not be reimbursed by the City for such expenses except as otherwise provided in this Agreement.

6. Confidentiality: During the course of providing the Goods under this Agreement, Vendor may become privy to confidential information of the City. Vendor agrees to treat as confidential the information or knowledge that becomes known to Vendor during performance of this Agreement and to not use, copy, or disclose such information to any third party unless authorized in writing by the City. This provision does not restrict the disclosure of any information that is required to be disclosed under applicable law. Vendor shall promptly notify the City of any misuse or unauthorized disclosure of the City’s confidential information and upon expiration of this Agreement shall return to the City all confidential information in Vendor’s possession or control.

Vendor shall further comply with all information security policies of the City that may apply and shall not make any press releases, public statements or advertisement referring to the services provided under this Agreement or the engagement of Vendor without the prior written approval of the City.

7. Warranties and Representations: Vendor warrants and agrees that Vendor shall provide the

Goods and conduct all operations in conformity with all applicable federal, state, and local laws, rules, regulations, and ordinances. For any service performed on premises owned or controlled by the City, Vendor warrants and agrees that Vendor will perform said services in compliance with all the City rules, including but not limited to, prohibitions related to tobacco use, alcohol, and other drugs.

8. Licenses/Certifications: Vendor represents and warrants that it will obtain and maintain in effect, and pay the cost of, all licenses, permits or certifications that may be necessary for Vendor’s performance of this Agreement. If Vendor is a business entity, Vendor warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its formation; and is duly authorized and in good standing to conduct business in the State of Texas, that it has all necessary power and has received all necessary approvals to execute and deliver the Agreement and is authorized to execute this Agreement according to its terms on behalf of Vendor.

9. Performance/Qualifications: Vendor agrees and represents that Vendor has the personnel, experience, and knowledge necessary to qualify Vendor for the particular duties to be performed under this Agreement. Vendor warrants that all services performed under this Agreement shall be performed consistent with generally prevailing professional or industry standards.

10. Conflict of Interest: Vendor warrants, represents, and agrees that Vendor presently has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with Vendor’s performance of the services hereunder. Vendor further warrants and affirms that no relationship or affiliation exists between Vendor and the City that could be construed as a conflict of interest with regard to this Agreement.

11. INDEMNIFICATION: VENDOR SHALL DEFEND, INDEMNIFY AND

HOLD HARMLESS THE CITY , AND EACH OF ITS OFFICIALS,

OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL

CLAIMS, ACTIONS, SUITS, DEMANDS, PROCEEDINGS, COSTS,

DAMAGES AND LIABILITIES, INCLUDING WITHOUT LIMITATION

ATTORNEYS’ FEES AND REASONABLE LITIGATION COSTS,

ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM ANY

ACTS OR OMISSIONS OF VENDOR OR ANY AGENT, EMPLOYEE,

SUBVENDOR, OR SUPPLIER OF VENDOR IN THE EXECUTION OR

PERFORMANCE OF THIS CONTRACT, TO THE EXTENT THE

CLAIM ARISES FROM NEGLIGENCE, WILLFUL ACT, BREACH OF

CONTRACT OR VIOLATION OF LAW. THIS PROVISION SHALL

SURVIVE THE TERMINATION OR EXPIRATION OF THIS

AGREEMENT.

12. Force Majeure: Neither the City nor Vendor shall be liable for any delay in the performance of this Agreement, nor for any other breach, nor for any loss or damage arising solely from uncontrollable forces such as fire, theft, storm, war, or any other force majeure that could not have been reasonably avoided by the exercise of due diligence.

13. Notices: Any notice given under this Agreement by either party to the other may be affected either by personal delivery in writing or by mail, registered or certified postage prepaid with return receipt requested. Mailed notices shall be addressed to the addresses of the Parties as they appear in the contract. Notices delivered personally shall be deemed communicated at the time of actual receipt. Mailed notices shall be deemed communicated three (3) days after mailing.

14. Texas Family Code Child Support Certification: Pursuant to Section 231.006 of the Texas

Family Code, Vendor certifies that it is not ineligible to receive the award of or payments under the Agreement and acknowledges that the Agreement may be terminated, and payment may be withheld if this certification is inaccurate.

15. State and/or City Auditor: Vendor understands that acceptance of funds under the Agreement constitutes acceptance of the authority of the Texas State Auditor's Office, or any successor agency or the City’s internal auditor (collectively, the “Auditor”), to conduct an audit or investigation in connection with those funds. Vendor agrees to cooperate with the Auditor in the conduct of the audit or investigation, including without limitation providing all records requested. Vendor will include this provision in all contracts with permitted subvendors.

16. Jurisdiction: Any disputes under this Agreement shall be brought in a court of competent jurisdiction in Galveston, Texas and governed by Texas law without regard to its conflict of laws provisions.

17. Alternative Dispute Resolution: To the extent that Chapter 2260, Texas Government Code, is applicable to this Contract and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 and the related rules adopted by the Texas Attorney General Pursuant to Chapter 2260, shall be used by the City and Vendor to attempt to resolve any claim for breach of contract made by Vendor that cannot be resolved in the ordinary course of business.

The Director of Finance of the City shall examine Vendor’s claim and any counterclaim and negotiate with Vendor in an effort to resolve such claims. This provision shall not be construed as a waiver by the City of its right to seek redress in the courts.

18. Entire Agreement: This Agreement contains the entire understanding between the Parties and supersedes all prior agreements, arrangements, and understanding, oral or written between the Parties relating to this Agreement. This Agreement may not be modified except by mutual written agreement of the Parties executed subsequent to this Agreement.

19. Eligibility to Receive Payment: Vendor certifies that, as a matter of state law, it is not ineligible to receive the Agreement and payments pursuant to the Agreement and acknowledges that the Agreement may be terminated, and payment withheld if this representation is inaccurate.

20. Payment of Debt/Delinquency to State: Vendor certifies that it is not indebted to the City and is current on all taxes owed to the City. Vendor agrees that any payments owing to Vendor under the Agreement may be applied directly toward any debt or delinquency that Vendor owes the City regardless of when it arises, until such debt or delinquency is paid in full.

21. Products and Materials Produced in Texas: If Vendor will provide services under the

Agreement, Vendor covenants and agrees that in performing its duties and obligations under the Agreement, it will purchase products and materials produced in Texas when such products and materials are available at a price and delivery time comparable to products and materials produced outside of Texas.

22. Risk of Loss: If applicable, all goods provided by Vendor pursuant to the Agreement will be at

Vendor’s exclusive risk until final and complete acceptance of the Goods by the City. In the case of any loss or damage to the goods prior to the City’s acceptance, bearing such loss or damage will be Vendor’s responsibility.

23. Publicity: Vendor shall not use the City’s name, logo or likeness in any press release, marketing materials or other public announcement without receiving the City’s prior written approval.

24. Legal Construction/Severability: In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained in it. To this end, the provisions of this Agreement are declared to be severable. The Parties may mutually agree to renegotiate the Agreement to cure such illegality/invalidity or unconstitutionality if such may be reasonably accomplished.

25. Limitations: The Parties are aware that there are constitutional and statutory limitations on the authority of the City to enter into certain terms and conditions of the Agreement, including, but not limited to, those terms and conditions relating to liens on the City’s property; disclaimers and limitations of warranties; disclaimers and limitations of liability for damages; waivers, disclaimers and limitations of legal rights, remedies, requirements and processes; limitations of periods to bring legal action; granting control of litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorneys’ fees; dispute resolution; indemnities; and confidentiality (collectively, the “Limitations”). Any terms and conditions related to the Limitations will not be binding on the City except to the extent authorized by the laws and Constitution of the State of Texas.

26. Sovereign Immunity: The Parties agree that neither the execution of the Agreement by the City nor any other conduct, action or inaction of any the City representative relating to the Agreement constitutes a waiver of sovereign immunity by the City.

27. Authority: Vendor warrants and represents that Vendor has full power and authority to enter into and perform this Agreement and to make the grant of rights contained herein. The person signing on behalf of City represents that he/she has authority to sign this Agreement on behalf of City. The Parties understand and agree that in entering into this Agreement, City is performing a solely governmental function and not a proprietary function. The Parties covenant to not assert in any legal or equitable proceeding any claim or argument that City’s entering into this Agreement is a proprietary function and not a solely governmental function. This provision shall survive the termination or expiration of this Agreement.

28. Non-Waiver: The Parties specifically agree that neither the occurrence of an event giving rise to a breach of contract claim nor the pendency of a claim constitute grounds for the suspension of performance by Vendor. No covenant or condition of this Agreement may be waived except by written consent of the waiving party. Forbearance or indulgence by one party in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by the other party.

29. Prohibitions Pursuant to Texas Government Code: By executing this Agreement Vendor verifies that Vendor (1) does not boycott Israel and will not during the term of this Agreement per Section 2274.002; (2) is not engaged in business with Iran, Sudan, or any company on the list referenced in Section 2252.152; (3) does not boycott energy companies and will not during the term of this Agreement per 2274.002; and (4) does not have a practice, policy, guidance, or directive of this Agreement against a firearm entity or firearm trade association and will not during the term of this Agreement per 2274.002.

(signature block on next page)

Executed on _________________________________. (date to be filled in by City Secretary)

_____________________________________ “Vendor”

By:…